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8 . Miscellaneous. <br /> 8 . 1 Controlling Law. This Agreement shall be construed and enforced in accordance with the <br /> laws of the State of Florida. Venue shall be in Indian River County for all state court matters, and in <br /> the Southern District of Florida for all federal court matters. <br /> 8 . 2 Condemnation. In the event that all or any part of the Property shall be acquired or <br /> condemned for any public or quasi-public use or purpose, or if any acquisition or condemnation <br /> proceedings shall be threatened or begun prior to the Closing of this transaction, County shall have <br /> the option to either terminate this Agreement, and the obligations of all parties hereunder shall cease, <br /> or to proceed, subject to all other terms, covenants, conditions, representations and warranties of this <br /> Agreement, to the Closing of the transaction contemplated hereby and receive title to the Property; <br /> receiving, however, any and all damages, awards or other compensation arising from or attributable <br /> to such acquisition or condemnation proceedings. County shall have the right to participate in any <br /> such proceedings. <br /> 8 . 3 Entire Agreement. This Agreement constitutes the entire agreement between the parties <br /> with respect to this transaction and supersedes all prior agreements, written or oral, between the <br /> Seller and the County relating to the subject matter hereof. Any modification or amendment to this <br /> Agreement shall be effective only if in writing and executed by each of the parties . <br /> 8 .4 Assignment and Binding Effect. Neither County nor Seller may assign its rights and <br /> obligations under this Agreement without the prior written consent of the other party. The terms <br /> hereof shall be binding upon and shall inure to the benefit of the parties hereto and their successors <br /> and assigns . <br /> 8 . 5 Notices. Any notice shall be deemed duly served if personally served or if mailed by <br /> certified mail, return receipt requested, or if sent via "overnight' courier service or facsimile <br /> transmission, as follows : <br /> If to Seller: Seller : Charles W. Behler, Jr. and Kathleen M . Behler <br /> Address : 712 Jefferson Street <br /> City, State, Zip: Lehighton, Pa. 18235 -9217 <br /> If to County : Indian River County <br /> 1840 25`h Street, Vero Beach, FL 32960 <br /> Attn: Ron Callahan/Engineering Division <br /> Either parry may change the information above by giving written notice of such change as provided <br /> in this paragraph . <br /> 8 .6 Survival and Benefit. Except as otherwise expressly provided herein, each agreement, <br /> representation or warranty made in this Agreement by or on behalf of either party, or in any <br /> instruments delivered pursuant hereto or in connection herewith, shall survive the Closing Date and <br /> the consummation of the transaction provided for herein. The covenants, agreements and <br /> undertakings of each of the parties hereto are made solely for the benefit of, and may be relied on <br /> only by the other party hereto, its successors and assigns, and are not made for the benefit of, nor <br /> may they be relied upon, by any other person whatsoever. <br /> - 3 - <br /> R\Engineering\Robert WeWpowerlinerdTehler - Agreement.doc <br />